Plan 211 from Outer Space
by WeaponFanfic
Summary: After an unexpected meteor shower, strange creatures being to invade Ponyville. Can the Mane 6 save the town before it's too late? An entry in 's February Write-Off Contest.


Night had fallen over the peaceful town of Ponyville. The stars were shining brighter than ever in the sky thanks to a dimly lit moon Princess Luna had helped raise earlier ago. The lights in every house were shut off but instead of the ponies falling fast asleep in their beds, all of the townsfolk were gathered on a hillside just overlooking the town. Among them was Twilight Sparkle and Spike, her faithful dragon assistant. As she stood there with her close friends and the trio of younger ponies that called themselves the Cutie Mark Crusaders, she took out a rather large notebook from her saddlebags and rummaged through its pages. The scribblings on each page spelled out the details of every astrological event she had witnessed ever since her days in Canterlot when she first learned how to write with a pencil in her mouth before graduating to a magically controlled quill. Flying comets, meteor showers, lunar eclipses and other similar events were all jotted down in painstaking detail along with some personal notes. A few of the entries had even come complete with illustrations crude enough to make artistically inclined ponies wince in horror. She used the magic emanating from her horn to flip through a few more pages before finally revealing a blank piece of paper. She levitated her quill and dipped it a few times in her nearby ink bottle before scribbling down a few notes onto the blank page. With a few lines written down, she placed her quill down and turned towards her scaly friend. "Spike, is everything ready?" she asked.

"Almost, Twilight," he responded as he put down the last of the snacks from his red wagon to the picnic cloth laid before him. He then observed his work once more to ensure that he got everything just right. There was a basket filled with apple strudels and mini-apple pies, freshly baked by Granny Smith herself, sitting in the middle of the space. That was surrounded by numerous cupcakes of assorted flavors from Sugar Cube Corner, a plate of cookies Fluttershy had baked, and a few boxes of grape juice being chilled in a nearby bowl filled with ice. Off to the side was a small bowl of jewels hoof picked by Rarity herself that the baby dragon could snack on as well as a small stash of muffins just in case the mailmare Ditzy happened to stop by. Spike then dusted off his claws, pleased with his work, and walked on over to the nearby telescope for some last minute fine tuning. "Picnic spread, check and telescope calibration, check," he announced.

The purple unicorn smiled. "Excellent job, Spike. I don't know what I would do without you."

Spike took a moment to beam in the praise before returning to his normal state. He remembered what had happened last time he became full of himself and vowed never to let that happen again, especially since it resulted in some hurt feelings and almost ended his life.

A pink earth pony with a puffed up mane bounced towards the picnic cloth and licked her lips as she caught sight of the snacks before her eyes. She bent down to better capture the aroma wafting between her nostrils. "Oh, I can't wait to gobble you up," she said before her gaze darted over the nearby confections. "And you and you and you, too."

"Pinkie Pie!" Rarity scolded. "We agreed that we would not be snacking until after the stars stopped falling."

Pinkie looked at the white unicorn with a hint of worry on her face. "But what if the stars never fall? What if they decided to go on strike and just stay up there? We could all be standing here starving and letting these delicious treats go stale just because some stars refuse to move and then..."

Rainbow Dash placed her hoof on Pinkie's mouth, stopping her before she could continue her babbling. "Relax, Pinkie. The stars aren't going on strike, right Twi?"

"Well, technically, they're meteors," she clarified, "but we should be seeing it happen any moment now."

"Ah jus hope the show'll be as good as last time," Applejack said as she took off her hat, dusting it off before placing it back on her head. She then bent down a little, allowing her little sister to climb on her back in order to get a better view of the sky. Both Rainbow Dash and Rarity did the same in order to let the rest of the Crusaders get an unobstructed view.

Sweetie Bell put some thought into Applejack's words. "Twilight, didn't you say that these meteor showers were only supposed to happen once every one hundred years?" she asked.

The faithful student nodded. "That's usually the case," she answered, "but apparently some cosmic force ended up splitting that batch of meteors into two. We're about to see what should be the tail end of that previous shower."

"Told you they went on strike," Pinkie retorted as her rainbow maned friend sighed and shook her head.

Applebloom caught sight of the first meteor as it danced across the nighttime sky. ""Hey, y'all, it's starting."

The crowd of ponies all looked up at the sky while Twilight began peering through her telescope. Using her magic, she picked up her quill and wrote down a stream of consciousness on her book as the meteors started to pass by. What started as a slow trickle of meteors soon made way for a torrent, lighting up the sky brighter than a full moon ever could as the crowd expressed their delight and wonderment at the sight before them. The large flock of meteors didn't stay for very long and soon the number of celestial bodies passing by became less numerous. Minutes later, the last one lazily flew across the sky, signalling the end of the event. The silence of the crowd lasted for close to a minute until it was broken by the voice of a young orange pegasus with a purple mane.

"That was awesome!" Scootaloo exclaimed as she slapped hooves with the nearby Sweetie Bell.

Fluttershy nodded in agreement. "Thank you, Twilight, for letting us know about this."

Everyone present did the same before Twilight began shaking her head. "Don't thank me, thank Princess Celestia. If she didn't let me know ahead of time that this was going to happen we all might have missed it."

Pinkie jumped up and landed squarely in front of the first cupcake she was eyeing earlier. "Now can we eat?" she asked. Before she could get an answer, however, her tongue had already wrapped itself against the tiny cake, pulling it in her mouth and leaving behind a small frosting lipstick. Everyone else giggled at the sight before taking their share of the snacks.

"Twilight, what happens to the stardust?" Applebloom asked inquisitively after swallowing a piece of strudel.

"Stardust?"

"Y'know, the stuff that falls from a meteor as it goes across the sky."

The purple unicorn placed her hoof on her chin and pondered on that for a moment. "I'm not quite sure. My guess is that it just burns off into the atmosphere never to be seen again." As the rest of the ponies continued to eat and chat about what they had just seen, the nearby Everfree Forest lit up briefly with no pony noticing anything strange at all. The light dimmed quickly before being replaced with small gray dots not unlike the glow of fireflies.

The noontime sun perched over the cloudless Ponyville sky, causing all of the shadows to disappear for only a brief moment. The air was warm but not stiflingly hot, causing most of the inhabitants to either take outdoor seating to enjoy their lunches or simply take a walk outside and converse with a friend. For Fluttershy, this meant that it was time to feed all of the animal friends that lived near her cottage. The routine was always the same no matter what day it was and the menus rarely changed. The chickens in her coop would always get just the right amount of feed while the mice would get some grains and the occasional bits of cheese. The nearby squirrels would get some acorns and the birds would get their earthworms, something the pegasus disliked doing only because it meant tasting the slimy texture of the annelids in her mouth for a brief moment. When everyone else got their share of food, she would always go to her bunny friend Angel last, usually with a celery stalk or a carrot if he was being very cooperative that day. As she approached his little house, she noticed that the rabbit wasn't waiting intently for his meal to arrive. Instead, the long eared animal was looking at the outskirts of the Everfree Forest, trying to see if his eyes were deceiving him.

"Angel, what's the matter?" she asked as she noticed his peculiar behavior.

The hare failed to show a response. He continued looking at the darkness created by the forest until he saw something that caught his eye. With his suspicions confirmed, he began to scamper towards the forest.

Fluttershy dropped her saddlebags and began going after her favorite pet. "Wait," she called out. "You know you're not supposed to go into the Everfree Forest."

Angel paid no heed to her warning but he stopped short of the forest's edge. He peered in from his position and saw what appeared to be flying insects covered in grey fur and a pair of tiny black eyes hovering in the darkness. Fluttershy caught up to the rabbit and saw just what he saw. She contemplated the scene for a moment before she gasped in fear, realizing that the insects bore a resemblance to the infamous parasprites that plagued the town a few seasons ago. Wasting no time trying to confirm her guess, she grabbed Angel by the scruff of his neck and ran towards her cottage. Placing him down by the door, she opened the lower half and pushed him inside. "Stay there until I come back!" she ordered and shut the door before he could have a chance to protest. The pink maned pegasus looked at the forest once again and saw that the swarm had not only increased in size but were slowly heading towards her. With no time to waste, she galloped towards Ponyville while all of the other animals, sensing something was wrong, scurried back to their homes and hiding places.

A sizeable crowd of ponies gathered around the town square in front of the main building as a stage was set up for a very important presentation. Twilight Sparkle levitated a small parchment to the podium placed on the middle of the stage and looked out at the number of ponies, and the lone baby dragon, in attendance. While she wasn't the one giving out speeches, she was always asked by the Mayor to address the crowd first since the ponies of the town had grown accustomed to paying attention to her whenever she spoke. Seeing that the crowd was ready, she approached the podium to start things off.

"Thank you, everypony, for attending this afternoon. Now I'd like to turn things over to the Mayor who has a few words to say." Finished with her part, she left the podium and stood next to Pinkie Pie who was also present on stage. Ponyville's Mayor, an earth pony with a light brown coat and a mane that had two tones of gray to it, adjusted her spectacles and began to address the crowd.

"Thank you, Twilight. Fellow citizens of Ponyville, we are gathered here today to wish our very own Pinkamena Diane Pie the best of luck in the annual Pastry and Sweets Baking Competition happening next week in Canterlot. Pinkie Pie, as she's come to be known around town, has been an instrumental part in both filling our lives with happiness through her baked goods and her parties and while she hasn't won the competition before, they do say that the 6th time is the charm." The mare turned to her guest. "Pinkie, would you like to say a few words?"

Ponyville's number one party planner and party starter hopped towards the podium and looked out at the crowd stamping their hooves in applause before her. Her ever present smile grew even wider before she said a few words.

"Thank you so very, very much, everypony, for being here even though you could just stay at home instead but I don't know why you'd want to do that since it's such a beautiful day outside with a really, really warm sun but not too warm since we'd be sweating and burned though I don't know if ponies get sunburn at all or if we just sweat like crazy and then have to go home and take showers or jump in lakes which, I don't know about you, but that sounds really, really good on a super hot day but then we'd have to do this speech at night so people don't go sweating everywhere and while that would be really nice to do, it won't leave much time for a 'going away for your super big competition party!'" Pinkie threw her hooves in the air, conjuring streamers and confetti from thin air.

The crowd of ponies applauded just to be polite. Even though Pinkie had been part of the community for some time and just about everypony had been exposed to her endless blathering, there were still some ponies that found her to be bit overwhelming. Rather than give her some uncomfortable silence, they decided to be nice and hope that she would be finished with her speech. Instead, the pony on stage began speaking again. "Anyway, while I might not win any prizes this year, I promise you I won't do anything to make myself lose like that one time I started a food fight just because I thought some other pony threw flour on me or the other time I ate all of the frosting right as they were judging the cakes or..."

As Pinkie continued taking, Fluttershy galloped towards the crowd and carefully made her way to the front. A stream of apologies and pardons were spoken as she attempted to go forward trying not to inconvenience anyone in her way. Finally, she made it to the front but before she could get to Twilight, she was stopped by a smaller but familiar figure.

"Fluttershy, what's wrong?" Spike asked as he noticed the look of worry on her face accompanied by the gentle panting.

"Oh, Spike," she said, still trying to catch her breath. "I've got to tell Twilight to let everypony know that the parasprites have returned and are headed this way."

The purple dragon had a look of confusion on his face as the yellow pegasus' rather quiet voice mixed in with Pinkie's ongoing speech made it hard to understand what the pony was saying. "Come again?"

"I said that the parasprites are back and headed this way."

"Sorry, still didn't quite catch that."

Fluttershy took in a deep breath and replied at a volume barely louder than a whisper. "The parasprites are coming back to Ponyville."

Spike's eyes widened when he finally realized what his friend had said. "The parasprites are coming back to Ponyville?" he screamed out. Suddenly, Pinkie stopped talking and everyone looked at both Spike and Fluttershy. She nodded, sending everyone into a panic. Stallions and mares alike ran to and fro, trying to seek shelter after remembering what happened last time the multicolored winged balls of fuzz came in and wrecked the town, eating everything that wasn't alive.

The Mayor quickly pushed Pinkie aside and took to the podium in an attempt to prevent the chaos from spreading. "Calm down, everypony, calm down. Now, I'm sure that Twilight Sparkle and her friends can get the situation under control since they were able to get rid of the parasprites last time. Isn't that right, Twilight?" she asked, looking at the pony for some sort of confirmation as the population slowly started to regain their composure.

Twilight nodded before addressing her friends. "Alright, girls," she said. "We need all the musical instruments we can get so we can..."

"No problem," Pinkie interrupted as she gave a salute to the Element of Magic before zipping off in a cloud of dust. When as the dust began to clear, she had returned with a bevy of instruments in her hooves. "And here we are."

Her friends were stunned for a moment before Rarity decided to speak. "Pinkie, darling, don't tell me that you never returned these to their proper owners ever since the last parasprite incident."

The pink earth pony maintained her smile. "Of course not, silly. After that last time, I thought I should be prepared so I went ahead and got every musical instrument for myself just in case those mean parasprites came back." She dropped her bundle and then sorted it all out. "I've got my harmonica, a tuba, a drum, some cymbals, an accordion, a few horns, and a pair of maracas. I even got a record scratching DJ." She leaned over to reveal Vinyl Scratch sitting right behind her complete with a portable turntable set.

The white unicorn with a light and dark blue mane tipped her sunglasses down to the end of her muzzle, revealing her red eyes which were even redder this time around thanks to fatigue. As soon as the first rays of light entered her pupils, she quickly shoved the glasses back on her face and hissed. "Man, Pinkie, it's too early for me to be up, especially after the gig I had last night."

"Early?" Pinkie questioned. "It's past noon."

The pony sometimes known as DJ Pon-3 groaned. "I don't even have breakfast until sundown at the earliest."

"This ain't no time for whining," Applejack said, trying to get everyone to focus on the task at hand. "Let's just get these two ready before them parasprites git here." Almost immediately, Rarity and Fluttershy started outfitting Pinkie with every instrument they could mount on her frame while Rainbow Dash served as an advisor determining what records Vinyl would put on her apparatus. Once everything was set, the gang marched towards the town bridge while the ponies that hadn't already taken shelter stood where they were to witness the scene happening in front of them. Most of the gang had stopped on the bridge while both Vinyl and Pinkie kept going until they were only a few steps past the creek. Both stood at the ready with one cup of the DJ's headphones placed on one of her ears for monitoring while the pink pony loosened up her lips in preparation for her harmonica. They didn't have to wait very long for the first creature to be visible followed closely by the head of the swarm. Pinkie looked at her companion and nodded. When she got the nod back, she looked at the swarm once more before calling out the signal.

"Drop it."

Vinyl used her magic to place the needle of one turntable on the first record, creating a backbeat for the melody. She then placed a hoof on the second record and proceeded to do some scratching that, in time, created a unique but catchy sound to supplement the tune already playing. Pinkie started a beat of her own first with the drum providing more bass then with the horns and other instruments accenting the sound. While the mixture of seemingly random instruments might not have been an ideal pairing at first, it soon proved pundits wrong as the beat was something any pony couldn't help but dance to at any nightclub.

With the impromptu band in full swing, both musicians marched towards the insects hoping to hypnotize them and help lead them away from the town. At first, it seemed like everything was going according to plan. The swarm started to follow both Vinyl and Pinkie who continued to play their respective instrument sets and, after a few moments, the creatures had managed to mingle with both ponies.

It only took half a minute before the gang at the bridge realized something was wrong. Pinkie's harmonica playing was going off tune while the rhythm from the drums started to slow down. Her cymbal crashes became weaker and her trumpet playing wavered. Vinyl still had her backbeat going but her scratches slowed in tempo. Both ponies also slowed down from a march to a stumble with their heads dropping and their eyelids growing heavier. Before any pony could say anything, both Pinkie and Vinyl collapsed, the DJ's fall knocking the needle away from the record, producing a harsh but high pitched skip into silence.

Their friends gasped collectively. They know from experience that, while destructive creatures, parasprites wouldn't harm any living creatures, let alone a pony. What they thought were albino parasprites in front of them was something far more dangerous, something they wished they had known before sending the duo out to meet them.

"Now what do we do?" Applejack asked as she and some of the other ponies were still looking at the scene in disbelief.

"Panic?" Fluttershy responded meekly.

Instead of a rebuttal, Rainbow Dash could only agree with her timid friend. "That actually sounds like a good idea right about now."

Twilight nodded before turning to face the crowd still standing there dumbfounded. "Everybody get to shelter!" she shouted. As the other ponies began to scream and run, she turned to her closest friends. "Applejack, you and I have to get those two to a safe place. The rest of you, make sure every pony gets to safety then meet us back at the library."

The group nodded in agreement as Fluttershy, Rarity, Rainbow Dash and Spike all went off in separate directions to ensure the safety and well being of the townsfolk. Applejack looked at the fallen ponies who were still surrounded by the creatures. "How're we gonna git them outta there, Twi? We can't just barge in there and drag em out."

"We don't have to," she answered. "But since I don't have enough power in me to teleport them back to the library, I'll just teleport them on our backs and we can carry them there."

The farm pony nodded in agreement. Twilight turned her gaze towards the fallen ponies as a purple glow surrounded her horn. That same glow started to form around both Pinkie Pie and Vinyl Scratch and, in an instant, both ponies disappeared, leaving their instruments behind. They soon re-appeared on the backs of the waiting ponies. The sudden presence of extra weight made both of them buckle a bit but they regained their form and were soon galloping towards Twilight's home.

"How're you holding up there, sugarcube?" Applejack asked. She knew that her friend wasn't exactly known for her strength but she was surprised to see Celestia's faithful student keeping up with her.

"I'm doing fine," she answered with no sign of fatigue from her voice. "Surprisingly, Vinyl is pretty light for a pony her size."

"You got lucky, then," Applejack shot back playfully. "Pinkie here's pretty darn heavy from all them sweets she's been packin' away." She took a quick glance at where the swarm had been and saw that they were finally crossing the bridge into town. "Time to hoof it, Twilight. Looks like them parasprites are headed this way."

Both ponies pushed themselves a little further, dodging panicked ponies that were crossing their path in order to gain some more distance on the creatures. After weaving through what seemed like a well designed obstacle course they saw the doorway to the library. Twilight started to warm up her horn so she could magically open the door when she saw it open up already. Spike peeked out and motioned for the duo to hurry inside. Both ponies made it in and deposited their cargo as gently as they could on the floor.

"Everyone accounted for?" the tan earth pony asked.

Twilight did a quick head count. Fluttershy stood alongside Pinkie Pie, panting as she tucked her wings closer to her body. Spike had just closed the door while Rainbow was hovering near the ceiling. With Applejack still beside her and both Pinkie Pie and Vinyl Scratch still lying on the floor, the only one not present was...

"Rarity!" the dragon shouted as he looked through the window. The pony fashionista was running as fast as she could away from a small portion of insects that decided to give her chase. She breathed heavily as she tried to push herself to find that last ounce of strength to get her closer to the library and into sanctuary. As she looked behind to see how much further away she was from her pursuers, her front right hoof hit a rock, causing her to trip forward. She turned to see the mob coming closer and with panic setting in, she began to scream.

Without much though, Spike threw the door to the library open and charged towards Rarity. Seeing his crush lay helpless steeled his focus as he ran faster than his little legs had ever taken him before jumping over the fallen pony and acting as a barrier between her and the enemy. He took in a deep breath and blew out a reddish orange flame at the creatures, the type of flame meant to burn instead of transport packages. When he had exhausted his flame in that one breath, he briefly turned towards the unicorn. "Run, Rarity! I'll try to slow these things down." As he conjured up another flame, she got up and started her gallop towards the library once more. Rarity made it inside just as Spike had exhausted his flame once more. Once he saw her safely inside, he started to head back himself. However, he only made it a few feet when he noticed that once the fire he had created had died down, the creatures themselves appeared unharmed. They had also not backed away from the fire and were instead rushing towards Spike faster than before. The library assistant tried to outrun them but the insect soon caught up and were flooding his space. As quickly as they had arrived, he soon found himself feeling heavy right before his eyes closed and he fell to the ground.

"Spike!" Twilight shouted as he saw her surrogate brother collapse. Before she could start preparing her teleportation spell, Applejack rushed outside and grabbed the nearby firehose. After fashioning it into a lasso, she twirled it above her head and pitched it forward, successfully grabbing Spike in the process. With a mighty tug, she pulled him away from the fray and into the library before shutting the door behind her and barricading it with a nearby table.

"That should hold for a while," she exclaimed before turning her attention to those inside. Instead of relief, the remaining ponies looked distraught. Fluttershy's lips quivered as she looked upon Pinkie Pie laying on the floor while Rainbow Dash descended to and lowered her head. Twilight looked over Spike while Rarity held the dragon in her hooves with tears welling up in her eyes.

"I'm so sorry, Spike," she whispered as the tears began to drop. "If I hadn't been so careless then..." She stopped as the librarian placed her hoof on her shoulder, silently telling her not to blame herself. Applejack took off her hat and placed it on her chest. As she closed her eyes, she could hear a faint voice coming from a yellow pegasus.

"Wait," she called out with her ear pressed against Pinkie's chest. "They're still alive."

Twilight looked puzzled. "Come again?"

"They're still alive," she repeated. "I can hear her heart still beating normally but her breathing is very deep and slow."

Rainbow darted over to Vinyl and gently placed her ear on her stomach. She got up and nodded once she heard some air going into the DJ's stomach. Rarity continued to sob but her frown was replaced with a smile as she pulled Spike closer to her and whispered her thanks that his heroics didn't end fatally.

"So they're sleepin?" Applejack asked, placing her hat back on her head as the group nodded. "Then we should go and wake 'em up."

Rainbow flew to the kitchen and emerged with a bucket full of water. She doused both ponies with the cold liquid but to no avail. Vinyl and Pinkie remained asleep though her mane straightened out before puffing up again. "Well that didn't work" she said, discouraged at the result.

Rarity looked down at the still sleeping dragon. "There's only one thing left to do, then." Before anyone else could question what she meant by that statement, the white unicorn bent down while simultaneously pulling Spike closer to her, pressing her lips against his in a long and passionate kiss. As the jaws of every other pony in the room dropped, she lay him down gently on the floor and waited to see what would happen next. Suddenly, the dragon's jaws opened and he stretched out both his arms and legs. Every pony's eyes widened, hoping that her kiss, the one thing Spike had been waiting for ever since moving to Ponyville, would be the catalyst to waking him from his induced slumber. Unfortunately, those hopes were dashed as Spike merely turned over to his side to continue sleeping. "It always worked in fairy tales," she sighed.

"Now what do we do?" Fluttershy asked.

The farmer pony looked outside the window and seen that the town was slowly being overrun with the invaders. She not only observed the lack of color on the insects' coats and smaller eyes but noticed that the town was relatively undisturbed. The tiny flower and vegetable gardens remained unharmed. The buildings were still intact and the leftover food that had either fallen to the ground or been left on plates still remained. "One thing's fer sure. These ain't yer typical parasprites."

"I agree," Twilight replied as she pulled away from the other window she was looking from. Her attention turned to her massive bookshelf as she magically pulled out every book on mythical and mysterious creatures she could find. "I'll need to get some research done to see if any of these books know what we're dealing with here. In the meantime, Fluttershy, I need you to care for Vinyl and the others. Rainbow, see if you can make it to Zecora's to hopefully get some info on what these things are. Applejack, you and Rarity keep watch and see if anything changes."

Everyone got to their assigned duties immediately. Both Rarity and Applejack took their positions at the front windows while Fluttershy went up the stairs to fetch some pillows and blankets. Rainbow Dash began to head towards the highest window in the house when she was stopped by a voice that had a familiar twang to it.

"Be careful, Dash."

"I'll be back before you know it," the Wonderbolts hopeful replied before zooming out of the window into the skies above.

Rainbow Dash looked down at the Everfree Forest, one of the few places in Equestria where nature ran free, untamed by most ponies, let alone the weather factory pegasi. To her surprise, the grey foreboding clouds that hung over the forest most of the time had disappeared with smaller puffs of white clouds taking their place. While it may have counted as a blessing, it didn't help out Rainbow's situation too much since she had never seen the top of Zecora's house before. It also didn't help that most of the tree tops looked the same. She thought back to the few times she visited the zebra's residence and remembered that the tree she was inhabiting was quite large, possibly similar to Twilight's place. Scanning the treeline once more, she finally noticed a tree that was wider at the top than the others. Taking a chance, she dove down into the forest, hoping she had guessed correctly.

The lack of overhanging clouds did nothing to change the demeanor of the forest as darkness still permeated the area. Rainbow landed right in front of Zecora's house, thankful that her hunch was right. As she approached the house, she noticed that the door was slightly ajar. She placed one hoof on the door and opened it slowly, the wood creaking at even the slightest movement. She peeked inside and found no creatures were present in the estate. She also found Zecora lying down next to a simmering cauldron with her eyes wide open.

"Hey, Zecora, you OK?" she asked and was greeted with silence. The pegasus approached the zebra and placed her head on the striped chest to confirm that their friend from the forest was still alive. She then waved her hoof in front of Zecora's face before gritting her teeth and shuddering as no response came. "That's just creepy," she said before beginning her search of the home. Unlike the library, Zecora's abode only had one bookshelf to sift through and the organization of said shelf made it much easier to find what Rainbow was looking for. Unfortunately, it turned out that Zecora only had one book that looked like it discussed creatures and, for some reason, Rainbow thought that Twilight might already have that one. Nevertheless, she took it out of the shelf and placed it in her saddlebag.

"I hope you don't mind but I'm gonna go borrow this for a little bit," she said facing a still motionless but open eyed zebra. "Of course, you might not remember this since I'm talking to a sleeping zebra but... yeah." She then took off for the library before things could get more awkward.

Twilight closed the last book she was reading and sighed as she placed it on the pile next to her table. Even for an avid reader such as herself, trying to skim through over twenty books as quickly as possible proved to be a daunting and tiring task.

"Any luck, Twi?" Applejack asked.

Twilight simply shook her head. "None of these books have any information on just what these creatures are let alone how to deal with them."

"I just hope that Rainbow Dash is able to gleam some information from Zecora," Rarity stated as she kept watch at the window. "It's simply dreadful that we have to be kept prisoner in our homes while these minuscule ruffians run amok in our town."

A squeak from the upper floor window indicated that the rainbow maned pegasus did indeed return. She landed in the center of of the room where she met up with Twilight and handed her the book from her saddlebag. "This was all I could find," she said. "It looks like those things got to Zecora, too."

Twilight quickly scanned the book before setting it aside next to the previously viewed pile. "Thanks, Rainbow. It's a newer version of the book I already have but it doesn't have any the information I'm looking for."

"So, what now?" Rainbow asked.

Twilight paused briefly before answering. "Well, I've got an idea but the spell I need requires lots of power to pull off. Rarity, I might need your help for this to work."

The fashionista took on a look of uncertainty before steeling herself up. "I'm not that adept at magic, but teach me and I shall do my best."

The librarian ran down to the basement. Everypony looked at the door to the room as the sounds of rustling boxes emanated from there. Moments later, Twilight emerged carrying a purple and black costume complete with a cape and wide brimmed hat in her teeth. The remaining ponies looked at the garments before them. It was a little dusty but otherwise the Mare Do Well outfit was still intact. "Don't tell me you're going out there as Mare Do Well," Fluttershy said.

Twilight shook her head. "I've been working on a spell that can make clothes move like a real pony."

"Kinda like a big puppet?" Rainbow asked.

The purple unicorn nodded. "I've got the spell working just right but I can only get it to last for a short while before it collapses and it needs to be convincing enough that they'll fall for it. That's where you come in, Rarity." She turned to her fellow unicorn. "If you can channel some of your energy to me, I think I can make the spell last long enough to lead those creatures out of Ponyville and back into the Everfree Forest."

"That sounds like a capital idea," she replied.

"We can't just lead them to the Everfree Forest," Rainbow protested. "Not after what they did to Zecora. Besides, they'll just come back sooner and we gotta deal with this all over again"

"Ya got a better idea?" Applejack challenged.

The pegasus nodded. "Up on that mountain near the forest where we chased away the dragon. The cave system there has to be so twisted that they'd be lost there for at least a year, maybe longer."

"Rainbow, even with Rarity's magic I don't have enough power in me to lead them all the way there."

"That's why I'll do it."

Fluttershy gasped.

"Are you crazy?" Applejack shouted. "There's no way we're gonna put you in danger like that!"

"C'mon, I'm the fastest flyer in all of Equestria," she boasted. "I can get them in there so fast, they'll barely have a chance to make me yawn."

"And what if ya can't?" Applejack retorted. "If they catch up to ya that high up, you could get hurt... or worse. Even if ya somehow make it to the cave and it is as twisted as you say it is, ya can still get caught in there and we'd have a hard time finding ya ourselves. Is that a risk ya wanna take?"

"If that means that I can save the rest of Ponyville from these things, then yeah!"

Applejack simply sighed. She knew the pegasus for a long time and she knew that her loyalty to both the town and her friends meant doing anything for them no matter how dangerous it could be for herself. Without wanting to prolong the argument any longer, she turned to Twilight who, over time, became the most level headed pony of the group. "Your call, sugarcube."

Twilight looked at Applejack then at Rainbow Dash. She then turned her attention to Spike, Vinyl Scratch and Pinkie Pie, all three victims to whatever strange power these unknown beings had inflicted on them. "Dash," she started, "I know you're the fastest pony around and I have faith that you'll come back safe but the last thing I want, what all of us don't want, is for you to get hurt."

Rainbow Dash scowled as she sat on her haunches and folded her front legs together. "Fine, but we've got to figure out something before night falls. I don't wanna be cooped up in here any longer."

Fluttershy broke her silence. "Um, it might be too late for that. Look." She pointed to the window on the upper floor where everyone noticed that night had indeed fallen. The stars were out in full force while the moon looked as pale and dim as it did the night before. The group then heard something unusual. Both Rarity and Applejack raced to the front windows and noticed that the low humming noise they were hearing now was coming from the invaders outside who were silent this whole time. The hum only intensified as the color of the insects' fur brightened, producing a glow not unlike that of a full moon.

"You know, they wouldn't make a bad alternative for fireflies if they weren't so... toxic, for lack of a better word," Rarity quipped. Before anypony could say anything else, the sound of breaking glass in the distance pierced through the town accompanied by screaming.

"What was that?" Fluttershy asked, lowering her body in fear.

Applejack looked around and noticed Bon Bon knocking down the door to her house, trying to flee from some of the creatures that broke through her window. She only took a few steps outside before being mobbed by another small group of insects who only left her once she collapsed to the ground. "Them things jus' got aggressive. They're breakin' in and goin' after every pony now."

Dash leaped into the air and snorted. "That's it! I've had enough." She darted forward, knocking over the furniture placed there earlier and barreling through the door before anyone could convince her to stop. Once she was outside, she flew by a small portion of the swarm, catching their attention. As the insects flew after her, the others paid no more heed to the ponies in the houses and all of them concentrated on the light blue pegasus flying through the town. Dash lived up to part of her namesake as she weaved in and out of alleyways and streets in an attempt to attract as many of them as she can. She was fast but she didn't take into account any possible changes the insects might have undergone now that night had fallen. Their newfound aggression fueled their speed and they were soon closing the gap between them and the flying pony. She heard the humming getting louder as they approached and beat her wings faster to gain more speed but it felt like her efforts weren't going to pay off. Suddenly, she heard a voice shouting from below.

"Hey, over here ya dust bunnies!"

Rainbow looked back and saw Applejack waving frantically on the ground. "What're you doing?"

"I'm tryin' ta save yer hide!" Applejack shouted back.

"Well, I'm trying to save everyone's hide!" she shot back as she began to head for the mountains.

"Darn hard-headed..." Applejack stopped her muttering curses as she noticed that the swarm had begun to go after her. The impromptu plan she had concocted had backfired as only a part of the swarm had gone after her while the rest still pursued Rainbow Dash. With no turning back now, Applejack ran off in the other direction.

Rainbow still felt the swarm closing in on her despite her friend's efforts to drive them away. Her boost in speed did nothing to improve her situation. She began to zig zag through the air in hopes that the insects would be confused but it seemed like their focus remained unwavering. The daredevil decided to make one final push and began to take a deep dive. She began the descent only to find out that the creatures seemed to be able to predict her move. Before she could correct herself, she ran headlong into the swarm and landed with a thud on the ground below, fast asleep.

Applejack turned back after hearing the thud, cursing under her breath about how her plan didn't work. Her small tirade didn't last very long as she noticed the creatures gaining ground on her. She started her gallop forward again until she noticed that a small part of the swarm was coming in from the front as well. Her sides were soon becoming crowded with insects as well, leaving her little room to run. Suddenly, she spotted a small opening and tried going through it. The swarm closed in just as she moved, enveloping her before she got a chance to reach temporary salvation then dispersed, leaving her lying on her side.

Rarity used her glow to shut the door to prevent the swarms from entering once they were finished with Rainbow and Applejack. She walked back to Fluttershy and Twilight, standing together and looking at the door and hoping that the swarm would simply pass them by. For a moment there was nothing but the constant hum that had gone on all night. That moment passed quickly as a loud thump hit the wooden door. A second thump occurred, this one much louder than the last. A third thump was just enough to break the door from its hinges, causing it to fall inside the house.

Amidst the gasps, Fluttershy leaped forward and landed in an aggressive stance. Her legs stood straight up and her wings spread, making her look taller and wider, respectively. Her eyes had widened but her pupils shrank. Her friends had dubbed this "the stare", one of the few things Fluttershy did that made all animals and ponies alike shrink in fear from the usually demure animal lover. Her newfound courage had given her the power to speak in a voice much louder than anyone thought her capable of emitting.

"You. Will. Not. Pass!"

The glowing insects stared at her for a second. Never before had any creature, big or small, dared defy the yellow pegasus when her kind demeanor would melt away into stern anger. These would be the first. They quickly surrounded her and before Fluttershy could break away from her stare, she collapsed to the ground as the swarm moved on to the two remaining ponies.

The light from the creatures was close to blinding as it intensified with the growing swarm. Running out of viable options, Twilight ran through her mental library of spells, hoping that there would be something useful. Having learned little to no offensive spells, she settled quickly on a defensive spell that would hopefully buy her and Rarity some time before something better could be found. She closed her eyes and concentrated as her horn produced a purple glow. Less than a second later, a purple dome enveloped the duo and acted as a protective shield from the invaders.

The domed barrier seemed to be doing the trick. Unlike the glass, the insects couldn't take it down with just one blow. With their repeated slams doing nothing at all, the duo saw a glimmer of hope on the horizon. That glimmer soon faded away as a tiny crack began to appear on the barrier. The crack only grew larger and more numerous as the creatures continued to bang their bodies against the magical creation.

Twilight began to panic as she saw the glowing creatures making some progress towards breaking down her defenses. "I don't know what else to do, Rarity. I'm all out of ideas."

"You've got to keep fighting, Twilight. You're our last hope."

The words of encouragement from her friend gave her the confidence she needed as she kept adding layer after layer on top of the barrier she had created. It was soon becoming a battle of attrition, however. Every time Twilight began to reinforce the magical barrier, the creatures responded with more force, producing more fractures as a result. The unicorn no longer had the stamina to fight back. With the barrier showing signs of failure, she turned to her friend and replied grimly, "They'll break through at any moment."

The two friends held each other and closed their eyes as the sounds of cracking magical glass intensified. "This is it," Rarity cried out. "As I sleep, I shall never forget your friendship."

"Rarity, I just want you to know that I..." Twilight stopped as she heard a loud galloping noise outside. As she opened her eyes, she noticed that the creatures had stopped pursuing them and had left the library altogether. She let go of Rarity and diffused the cracked bubble around them before going outside to see just what drove the intruders away. To her surprise, it was a hero she thought she would never see again.

Mare Do Well had a magical aura around her that basked her in a purple glow much deeper than her costume itself. As she ran through the town, the glowing insects attracted to her, following her as if she were a magnet. She ran from house to house, building to building, ensuring that every last creature was gathered up until she skidded to a stop in the middle of the town square.

The creatures swarmed her, glowing brighter than before. Unlike all of the other ponies, though, Mare Do Well showed no signs of fatigue. Instead she closed her eyes and concentrated, surrounding herself with enough of a magical aura that it enveloped the swarm, covering their light with a deep purple one instead. Moments later, her eyes opened. She jerked her head upwards, sending the swarm far into the sky. The ball of living beings and magical aura broke through the clouds and atmosphere, landing on the moon above and giving it a brief purple glow before it returned to its natural color, shining brighter than ever.

Mare Do Well looked at the town and at the damage caused by the invaders. Broken walls and roofs, shattered windows and sleeping ponies all lay before her and for a town that has almost always seen some sort of calamity, even this was much to bear. Her eyes closed once more as the magical aura had returned, enveloping her body once more in a deep purple glow. She raised her front legs high in the air and, with a snort, slammed them to the ground. The aura spread out like a shockwave, mending everything it touched. Walls and windows were restored to their former state and doors were fastened back on their hinges. More importantly, ponies yawned and stretched, waking up refreshed as if they had a good long night of sleep. Once they fully awoke, ponies ran and embraced each other, glad to see that the other was alive and well.

Twilight and her friends also came together into a big group hug along with Spike and Vinyl Scratch. Aside from the Nightmare Moon and Discord incidents, they had just survived one of the biggest catastrophes that had plagued Ponyville and both their home as well as its inhabitants enjoyed the start of a normal life once more. However, they weren't the heroes this time around and as the group broke away from the embrace, the librarian approached the real hero of the day.

"You saved all of Ponyville," Twilight said. "Thank you, Mare Do Well."

The masked hero simply nodded and disappeared into the night under a cloud of smoke.

"My little ponies, is everything alright?"

Twilight turned towards the direction of a voice she knew all too well. She bowed towards a descending Princess Celestia as did the other ponies that were either fully awake or just rising from their forced slumber. "Everything's fine now, Your Highness, but just what were those creatures?" she asked as she rose to all four hooves.

"I believe those were moon mites, my faithful student," she answered. "My sister Princess Luna told me about them when she was telling me stories of her time on the moon. They're mostly harmless creatures but they do have a tendency to make everything else they come in contact with go to sleep for a very long time."

"Ain't so harmless at night, Princess," Applejack retorted, recalling the destruction the mites made earlier. "'Course, Mare Do Well ended up fixin' all of that destruction they caused so ya can't tell it ever happened."

"Um, Princess," Fluttershy began meekly. "Do you know where Mare Do Well went to? I mean, you don't have to, but it would be... nice... to know..if you know, that is."

The ruler of Equestria looked up at the sky above her, particularly to the bright, shining moon. "I think I have an idea where she went." As she prepared to take her leave, she was stopped by Twilight.

"Should I write you a report on today's events, Princess?" she asked.

The member of royalty shook her head. "I'm pretty sure I'll know what happened soon enough." With that, she took off towards her castle in Canterlot.

Mare Do Well soared across the nighttime sky and headed towards the royal castle in Canterlot. She had flown towards one of the spires and landed gently on the balcony, failing to make any noise at all. The costumed hero had taken only a few steps inside when she felt someone looking at her. Confirming her suspicions, she turned her head to the right to see a majestic white alicorn meeting her gaze from the room's doorway.

"That was a heroic thing you did back there, Luna," Celestia said with a grin on her face.

The princess of the night removed her hat and hood, revealing her true face. Her dark, starry mane still flowed freely, unharmed from the constricting clothing while her eyes reveal pupils instead of the solid white color given to it by the hood. "I knew something was wrong when the moon I raised was rather dim for two nights in a row. It was the least I could do, seeing just how troublesome those creatures could be, but how did you know it was me underneath the disguise?"

The sun princess' grin grew wider. "Who else would have the knowledge on how to deal with moon mites?" She took a few steps inside Luna's room before she continued. "What I want to know is why you chose to go into Ponyville and save the day in disguise."

Luna looked crestfallen. "I didn't want to scare off the citizens or make them think that I caused all of this in the first place. Even after that night unceremoniously named in my honor, I'm still not sure if every pony learned not to fear me or stop referring to me as Nightmare Moon."

"Luna..." Celestia sighed before being cut off by her sister's expression which had beamed almost instantly.

"Besides, I got a chance to emulate a real super hero!" she exclaimed as her face broke out into a big grin accompanied by the clapping of her front hooves.

The white alicorn smiled again before rolling her eyes. She should have known that something like this would have happened sooner or later, especially with the various clippings of the mysterious purple clad hero from the Equestria Daily newspaper adorning her sibling's wall. "Promise me that next time you'll just go out in public as Princess Lulu, not some idolized costumed vigilante."

Luna placed her front hooves down but remained smiling. "Of course, dear sister, of course." As Celestia nodded and left her room, the dark purple alicorn turned to the post where her wide brimmed purple hat was hanging and began whispering to herself mischievously. "Eventually."

_Author's Notes_

_This was an entry for 's February Write-Off Contest. I figured that after 4 years away from writing fanfics I should test myself to see just how rusty I've gotten. Unfortunately, it seems like I've got plenty of rust with a 1 star rating on the site (1 thumbs up, 5 thumbs down). Needless to say, that was a pretty painful blow to the ego. Either way, I felt I might as well throw this up here as well as having more fics under the belt is never a bad thing even if it isn't what one would consider your finer jobs. Does this mean I'm going back to writing more often? Not sure. It was a struggle to get this done alongside work duties but as they always say, "Never say never." _


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